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Ch. 514
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2002 LAWS OF MARYLAND
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(2) In the case of an assignee of an interest of a member who has the
power as provided in § 4A-604 of this subtitle to grant the assignee the right to
become a member, upon the exercise of that power and compliance with any
conditions limiting the grant or exercise of that power.
(C) UNLESS OTHERWISE PROVIDED IN THE ARTICLES OF ORGANIZATION OR
THE OPERATING AGREEMENT OF A LIMITED LIABILITY COMPANY, A PERSON MAY BE
ADMITTED AS A MEMBER OF A LIMITED LIABILITY COMPANY AND MAY BE THE SOLE
MEMBER OF A LIMITED LIABILITY COMPANY WITHOUT:
(1) MAKING A CONTRIBUTION TO THE LIMITED LIABILITY COMPANY;
(2) BEING OBLIGATED TO MAKE A CONTRIBUTION TO THE LIMITED
LIABILITY COMPANY; OR
(3) ACQUIRING AN INTEREST IN THE LIMITED LIABILITY COMPANY.
4A-902.
(A) A limited liability company is dissolved and shall commence the winding
up of its affairs on the first to occur of the following:
(1) At the time or on the happening of the events specified in the articles
of organization or the operating agreement;
(2) At the time specified by the unanimous consent of the members;
(3) At the time of the entry of a decree of judicial dissolution under §
4A-903 of this subtitle; or
(4) Except as otherwise provided in the operating agreement OR AS
PROVIDED IN SUBSECTION (B) OF THIS SECTION, at the time the limited liability
company has had no members for a period of 90 consecutive days.
(B) A LIMITED LIABILITY COMPANY MAY NOT BE DISSOLVED OR REQUIRED TO
WIND UP ITS AFFAIRS IF WITHIN 90 DAYS AFTER THERE ARE NO REMAINING
MEMBERS OF THE LIMITED LIABILITY COMPANY OR WITHIN THE PERIOD OF TIME
PROVIDED IN THE OPERATING AGREEMENT:
(1) THE LAST REMAINING MEMBER'S PERSONAL REPRESENTATIVE OR
SUCCESSOR AGREES IN WRITING TO CONTINUE THE LIMITED LIABILITY COMPANY
AND TO BE ADMITTED AS A MEMBER OR TO APPOINT A DESIGNEE AS A MEMBER TO
BE EFFECTIVE AS OF THE TIME THE LAST REMAINING MEMBER CEASED TO BE A
MEMBER; OR
(2) A MEMBER IS ADMITTED TO THE LIMITED LIABILITY COMPANY IN
THE MANNER SET FORTH IN THE OPERATING AGREEMENT TO BE EFFECTIVE AS OF
THE TIME THE LAST REMAINING MEMBER CEASED TO BE A MEMBER UNDER A
PROVISION IN THE OPERATING AGREEMENT THAT PROVIDES FOR THE ADMISSION
OF A MEMBER AFTER THERE ARE NO REMAINING MEMBERS.
(C) AN OPERATING AGREEMENT MAY PROVIDE THAT THE LAST REMAINING
MEMBER'S PERSONAL REPRESENTATIVE OR SUCCESSOR SHALL BE OBLIGATED TO
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- 3932 -
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